Kenneth Anderson
About Kenneth J. Anderson
Kenneth J. Anderson, age 71, is an independent director of Twin Hospitality Group Inc. and has served on the Board since December 2024; he is a Certified Public Accountant and a licensed attorney in Illinois with deep experience in accounting, tax, and wealth advisory . Anderson currently chairs both the Audit Committee and the Compensation Committee and is designated an audit committee financial expert by the Board; he also serves on the Nominating and Corporate Governance Committee . During fiscal 2024, he had perfect attendance at Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedar Tree Capital | Chief Executive Officer | Current | Strategic planning and investment advisory for HNW families |
| Aspiriant | Founder; Client Service Director; Board member | Oct 2002 – Oct 2021 | Board service; wealth management leadership |
| myCFO | Client Service Director | Mar 2000 – Oct 2002 | Client advisory leadership |
| Arthur Andersen LLP | Tax Partner | ~20 years (prior to 2000) | Tax and accounting expertise; partner-level leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FAT Brands Inc. | Director | Oct 2021 – Mar 2023 | Prior board service at TWNP’s controlling parent company |
Board Governance
- Independence: The Board determined Anderson is independent under NASDAQ standards; four of five directors are independent .
- Committee leadership: Chairs Audit and Compensation; member of Nominating and Corporate Governance .
- Financial expertise: Anderson is designated an “audit committee financial expert” .
- Attendance: 100% attendance in fiscal 2024; Board had one meeting in 2024 .
- Controlled company context: TWNP is a “controlled company” under NASDAQ due to FAT Brands’ majority voting power; Board maintains majority-independent committees despite exemptions .
| Committee | Member | Chair |
|---|---|---|
| Audit Committee | Yes | Yes |
| Compensation Committee | Yes | Yes |
| Nominating & Corporate Governance | Yes | No (Chair: Collier) |
| Governance Metric | FY 2024 |
|---|---|
| Board meetings | 1 |
| Anderson attendance | 100% |
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Effective starting fiscal 2025 for non-employee directors |
| Committee membership fees | Not disclosed | No separate committee fees disclosed |
| Committee chair fees | Not disclosed | Not disclosed in proxy |
| Meeting fees | Not disclosed | Not disclosed in proxy |
| Annual equity award (options) | 10,000 options | Under 2025 Incentive Compensation Plan; grant mechanics/vesting not detailed |
| One-time RSU grant | 100,000 RSUs | Awarded June 2025 to each non-employee director under Management Equity Plan |
Performance Compensation
| Metric | Weighting | Target | Outcome | Notes |
|---|---|---|---|---|
| Performance-based metrics tied to director compensation | Not disclosed | Not disclosed | Not disclosed | Proxy describes fixed cash, options, and RSUs for directors; no performance conditions for director awards are detailed |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Consideration |
|---|---|---|---|
| FAT Brands Inc. | Director | Oct 2021 – Mar 2023 | Parent company controls TWNP; controlled-company status and overlapping directors/officers increase potential influence risks |
- Overlap disclosure: Board notes overlaps with FAT Brands directors/officers (Chairman Wiederhorn; CFO Kuick; CLO Sussman), heightening related-party sensitivity; no compensation committee interlocks in FY 2024 .
Expertise & Qualifications
- CPA and licensed attorney (Illinois) with 35+ years across tax, estate planning, investments, insurance, and philanthropy .
- Audit committee financial expert designation; extensive accounting/tax background supports audit oversight .
- Education: Bachelor’s in Accounting and Economics from Valparaiso University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Class A shares) | 100,723 |
| Ownership % of Class A outstanding | <1% |
| Class B ownership | None; <1% noted |
| RSUs included (vested/will vest within 60 days) | 100,000 |
| Percent of total voting power | <1% (†) |
- Anti-hedging/trading: Company discourages hedging and prohibits short sales and margining of Company stock; trading windows apply to directors .
Governance Assessment
-
Strengths
- Independent director; chairs Audit and Compensation Committees; designated audit financial expert—supports robust oversight of financial reporting and pay practices .
- Perfect attendance in FY 2024; strong engagement signal .
- Clear committee charters and independence compliance; no compensation committee interlocks in FY 2024 .
-
Alignment
- Compensation mix combines cash retainer with equity (options annually and a June 2025 RSU grant), and personal ownership (>100k shares including RSUs within 60 days), supporting skin-in-the-game, though ongoing vesting/option terms aren’t disclosed .
-
Risks and potential RED FLAGS
- Controlled company: FAT Brands holds ~98.5% of voting power (including Class B super-voting), constraining minority influence; despite not relying on exemptions, control dynamics are a persistent governance risk .
- Parent-company rights: Anti-dilution option allowing FAT Brands to maintain ≥80.1% ownership; Board Observer rights for FAT Brands (two observers) may affect board dynamics and independence in practice .
- Related-party optics: June 2025 RSUs to Chairman Wiederhorn’s adult children, each affiliated with FAT Brands, may raise investor concerns on equity allocation rigor, though Anderson’s award is standard for non-employee directors .
- Overlapping management with FAT Brands (CFO, CLO) increases related-party transaction exposure and potential conflicts needing strict committee oversight .
-
Policies
- Clawback: Adopted for Section 16 officers (not specifically for directors), covering erroneously-awarded incentive pay upon restatements (3-year lookback) .
- Anti-hedging/short sales/margining: Restrictions enhance alignment; specific hedging prohibition is “discouraged,” not absolute .
Overall, Anderson’s technical qualifications and committee leadership are positives for board effectiveness. The controlled-company structure and extensive parent-company arrangements necessitate sustained vigilance from the Audit and Compensation Committees he chairs to mitigate influence and related-party risks .